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Exhibit 5.1
ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
October 4, 2000
WebMD Corporation
400 The Lenox Building
3399 Peachtree Road NE
Atlanta, Georgia 30326
Re: Form S-8 Registration Statement --
Ladies and Gentlemen:
We have acted as counsel for WebMD Corporation, a Delaware corporation
(the "Corporation"), in connection with the referenced Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Corporation with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 74,559,937 shares of the Corporation's Common
Stock, par value $0.0001 per share ("Common Stock"), that may be issued (i) upon
the exercise of stock options assumed by the Corporation in connection with its
mergers with Medical Manager Corporation, CareInsite, Inc. and OnHealth Network
Corporation as listed on the cover page to the Registration Statement (the
"Assumed Options"), (ii) upon the grant and exercise of awards granted under the
WebMD 2000 Long-Term Incentive Plan (the "2000 LTIP"), (iii) upon the issuance
of shares under the WebMD Corporation 1998 Employee Stock Purchase Plan (the
"1998 ESPP"); or (iv) upon the exercise of that certain Series B Preferred Stock
Purchase Warrant issued July 11, 1997 to W. Michael Long (the "Long Warrant").
This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth. The
opinions set forth herein are limited to the laws of the State of Delaware.
Based upon the foregoing, it is our opinion that the 74,497,437 shares
of Common Stock covered by the Registration Statement and to be issued pursuant
to the exercise of the Assumed Options or the Long Warrant, or upon the grant or
exercise of rights or awards granted under the 2000 LTIP or the 1998 ESPP, when
issued in accordance with the terms and conditions of the
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agreements evidencing such options or the applicable plan document, will be
validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
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A Partner
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